CF ACQU Item 7.01. Regulation FD Disclosure
As previously disclosed, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K is an updated investor presentation that will be used to discuss the transactions contemplated by the BCA with certain persons, including persons potentially interested in purchasing CF VI's securities in connection with the transactions described therein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CF VI under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between Rumble
and CF VI. This Current Report on Form 8-K does not constitute an offer to sell
or exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
transaction described herein, CF VI has filed with the
Investors and security holders will be able to obtain free copies of the
Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
The documents filed or that will be filed by CF VI with the
Participants in the Solicitation
CF VI, Rumble and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from CF VI's
stockholders in connection with the proposed transactions. CF VI's stockholders
and other interested persons may obtain, without charge, more detailed
information regarding the directors and executive officers of CF VI in the
Registration Statement. Information regarding the persons who may, under
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CF VI, or Rumble, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding the proposed
transaction between CF VI and Rumble. Such forward-looking statements include,
but are not limited to, statements regarding the closing of the transaction and
CF VI's, Rumble's, or their respective management teams' expectations, hopes,
beliefs, intentions or strategies regarding the future. The words "anticipate",
"believe", "continue", "could", "estimate", "expect", "intends", "may", "might",
"plan", "possible", "potential", "predict", "project", "should", "would" and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to assumptions, risks and uncertainties. These
statements are based on various assumptions, whether or not identified in this
Current Report on Form 8-K. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and must not be
relied on by an investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of CF VI and Rumble. Many
factors could cause actual future events to differ from the forward
looking-statements in this Current Report on Form 8-K, including but not
limited, to (i) the risk that the transaction may not be completed in a timely
manner or at all, (ii) the failure to satisfy the conditions to the consummation
of the transaction, (iii) the inability to complete the PIPE offering, (iv) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the BCA, (v) the outcome of any legal proceedings that may be
instituted against Rumble and/or CF VI related to the BCA or the transactions
contemplated thereby, (vi) the ability to maintain the listing of CF VI stock on
Nasdaq, (vii) costs related to the transactions and the failure to realize
anticipated benefits of the transactions or to realize estimated pro forma
results and underlying assumptions, including with respect to estimated
stockholder redemptions, (viii) the effect of the announcement or pendency of
the transaction on Rumble's business relationships, operating results,
performance and business generally, (ix) changes in the combined capital
structure of Rumble and CF VI following the transactions, (x) changes in laws
and regulations affecting Rumble's business, (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
transactions, and identify and realize additional opportunities, (xii) risks
related to Rumble's limited operating history, the rollout of its business and
the timing of expected business milestones, (xiii) risks related to Rumble's
potential inability to achieve or maintain profitability and generate cash,
(xiv) current and future conditions in the global economy, including as a result
of the impact of the COVID-19 pandemic, and their impact on Rumble, its business
and markets in which it operates, (xv) the ability of Rumble to retain existing
content providers and users and attract new content providers and customers,
(xvi) the potential inability of Rumble to manage growth effectively, (xvii) the
enforceability of Rumble's intellectual property, including its patents and the
potential infringement on the intellectual property rights of others, and
(xviii) the ability to recruit, train and retain qualified personnel. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of the Registration Statement, CF VI's Form 10-Q filed on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Form of Investor Presentation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)© Edgar Online, source
